Federal Act
on the Amendment of the Swiss Civil Code
(Part Five: The Code of Obligations)

¹ If there is jus­ti­fied con­cern that the com­pany’s li­ab­il­it­ies are no longer covered by its as­sets, the board of dir­ect­ors shall im­me­di­ately pre­pare an in­ter­im ac­count at go­ing con­cern val­ues and sale val­ues. An in­ter­im ac­count at sale val­ues is not re­quired if it is as­sumed that the com­pany will con­tin­ue to op­er­ate and the in­ter­im ac­count at go­ing con­cern val­ues does not in­dic­ate over­indebted­ness. If it is as­sumed that the com­pany will not con­tin­ue to op­er­ate, an in­ter­im ac­count at sale val­ues is suf­fi­cient.

² The board of dir­ect­ors shall have the in­ter­im ac­counts audited by the ex­tern­al aud­it­or or if there is no ex­tern­al aud­it­or, by a li­censed aud­it­or; it shall appoint the licensed auditor.

³ If the com­pany is over­indebted ac­cord­ing to the two in­ter­im ac­counts, the board of dir­ect­ors shall no­ti­fy the court. The court shall open bank­ruptcy pro­ceed­ings or pro­ceed in ac­cord­ance with Art­icle 173a of the Fed­er­al Act of 11 April 1889⁶⁰⁶ on Debt En­force­ment and Bank­ruptcy.

⁴ No­ti­fic­a­tion of the court is not re­quired:

1.

if the com­pany’s cred­it­ors sub­or­din­ate their claims to those of all oth­er com­pany cred­it­ors to the ex­tent of the over­indebted­ness, provided the sub­or­din­a­tion of the amount due and the in­terest claims ap­ply for the dur­a­tion of the over­indebted­ness; or

2.

provided there is a reasonable prospect that the overindebtedness can be remedied within a reasonable period, but no later than 90 days after submission of the audited interim accounts, and that the claims of the creditors are not additionally jeopardised.

⁵ If the com­pany does not have an ex­tern­al aud­it­or, the li­censed aud­it­or must com­ply with the re­port­ing du­ties of the ex­tern­al aud­it­or con­duct­ing a lim­ited audit.

⁶ The board of dir­ect­ors and the ex­tern­al aud­it­or or the li­censed aud­it­or shall act with the re­quired ur­gency.